Exhibit 10.1


 


EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT (the “Agreement”)
is dated December 22, 2016, by and between Cinedigm Corp., a Delaware corporation (the “Company”), and Cap 1
LLC, a Delaware limited liability company (“Holder”).


 


RECITALS:


 


WHEREAS, the Holder holds $3,429,000 principal
amount (the “Notes”) of the Company’s 5.5% convertible notes due 2035 (“Convertible Notes”);


 


WHEREAS, subject to the terms and conditions
set forth in this Agreement, the Company and the Holder desire to exchange the Holder’s Notes for 450,000 shares (the “Shares”)
of Class A common stock of the Company, par value $0.001 per share (the “Common Stock”) and warrants with terms
set forth below (the “Warrants”) to purchase 200,000 shares of Common Stock (the “Warrant Shares”).


 


NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and each Holder hereby agree as follows:


 


ARTICLE
I



DEFINITIONS


 


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:


 


“Affiliate” has
the meaning ascribed thereto in Rule 405 promulgated under the Securities Act.


 


“Board of Directors”
means the board of directors of the Company.


 


“Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which
banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Certificate of Incorporation”
means the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended to date.


 


“Closing” means
the closing of the Exchange pursuant to Article 2.


 


“Closing Date”
means the date of this Agreement, or such other date as is mutually agreed by the Company and the Holder.


 




     


     


    

 


“Commission” means
the United States Securities and Exchange Commission.


 


“Common Stock”
has the meaning ascribed thereto in the recitals.


 


“Company 2016 Balance Sheet”
has the meaning ascribed thereto in Section 3.6.


 


“Company Consolidated Financial
Statements” has the meaning ascribed thereto in Section 3.6.


 


“Convertible Notes”
has the meaning ascribed thereto in the recitals.


 


“Exchange” means
the exchange of the Convertible Notes for the Exchange Consideration.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Consideration”
means the Shares and the Warrants issued to the Holder in the Exchange in consideration for its Convertible Notes pursuant to this
Agreement.


 


“GAAP” has the
meaning ascribed thereto in Section 3.6.


 


“Indenture” means
the Indenture dated as of April 29, 2015 between the Company and U.S. Bank National Association as Trustee.


 


“Interest Due”
means, with respect to the Convertible Notes exchanged by the Holder, the amount of accrued but unpaid interest thereon, accrued
through the Closing Date.


 


“Material Adverse Effect”
means an event that results in or causes a material adverse change in any of (a) the condition (financial or otherwise), business,
performance, operations or property of the Company and its material subsidiaries, taken as a whole, (b) the ability of any of the
Company to perform its obligations under the Transaction Documents or (c) the validity or enforceability of any Transaction Document
or the rights and remedies of the Holder.


 


“Notes” has the
meaning ascribed thereto in the recitals.


 


“Person” means
an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Registration Statement”
has the meaning ascribed thereto in Section 6.3(b).


 


“Remaining Shares”
has the meaning ascribed thereto in Section 6.3(b).


 


“Restricted Amount”
has the meaning ascribed thereto in Section 6.4(a).


 




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“Restricted Period”
has the meaning ascribed thereto in Section 6.4(a).


 


“Revolving Credit Agreement”
means the Second Amended and Restated Credit Agreement, dated as of April 29, 2015, among the Company, the Lenders party thereto,
Société Générale, as Administrative Agent, and CIT Bank, N.A., as Collateral Agent, as amended to date
and from time to time.


 


“Rule 144” means
Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Reports” has
the meaning ascribed thereto in Section 3.6.


 


“Second Lien Loan Agreement”
means the Second Lien Loan Agreement, dated as of July 14, 2016, among the Company, the Lenders party thereto, and Cortland Capital
Market Services LLC, as Agent, as amended to date and from time to time.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares” has the
meaning ascribed thereto in the recitals.


 


“Trading Market”
means the primary one of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the New York Stock Exchange, NYSE MKT, the Nasdaq Global Market, the Nasdaq Capital Market, or any other recognized
exchange or automated quotation system (or any successors to any of the foregoing), and which is initially the Nasdaq Global Market.


 


“Transaction Documents”
means this Agreement and the Warrants.


 


“Transactions”
means the Exchange and the issuance of Warrant Shares upon due exercise, including payment of the requisite exercise price, of
the Warrants.


 


“Transfer Agent”
means American Stock Transfer & Trust Co., the current transfer agent of the Company, and any successor transfer agent of the
Company.


 


“Trustee” means
U.S. Bank, National Association, as Trustee under the Indenture.


 


“Unlegended Shares”
has the meaning ascribed thereto in Section 6.3(a).


 


“Waivers” has the
meaning ascribed thereto in Section 2.3(a).


 


“Warrants” has
the meaning ascribed thereto in the recitals. 


 



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ARTICLE
II



EXCHANGE


 


2.1           The
Exchange. At the Closing of the Exchange contemplated hereby, the Holder shall surrender to the Company the Notes in exchange
for the Shares and the Warrants. Upon satisfaction of the covenants and conditions set forth in Section 2.3 and on such date as
is mutually agreed upon by the parties, the Closing shall occur at the offices of Company Counsel or such other location as the
parties shall mutually agree.


 


2.2           Interest
Due. Effective upon the Closing, the Company shall pay to the Holder in cash the Interest Due on the Notes as of the Closing
Date.


 


2.3           Conditions.
The respective obligations of both the Company and the Holders hereunder in connection with the Closing are subject to the following
conditions being met:


 


(a)          the
lenders under each of the Revolving Credit Facility and the Second Lien Loan Agreement shall have given a waiver (the “Waivers”)
with respect to effecting the Exchange; and


 


(b)          the
Company’s application to the Nasdaq for the listing of the additional shares of the Shares and the Warrant Shares shall have
been approved.


 


2.4           Closing
Deliveries.


 


(a)          At
the Closing, the Company shall deliver or cause to be delivered to the Holder the following:


 


(i)          this
Agreement duly executed by the Company;


 


(ii)         irrevocable
instructions to the Transfer Agent to issue the Unlegended Shares required to be issued under Section 2.1, registered to Cap 1
LLC, as designated by Holder;


 


(iii)        the
Warrants required to be issued under Section 2.1, registered to Cap 1 LLC, as designated by Holder; and


 


(iv)        the
Interest Due as of the Closing Date.


 


(b)          At
the Closing, the Holder shall deliver or cause to be delivered to the Company, the following:


 


(i)          this
Agreement duly executed by the Holder; and


 


(ii)         irrevocable
instructions to the Trustee under the Indenture with respect to the surrender to the Company of the Holder’s Notes or other
proof of DWAC transfer of the Notes to the Company or the Company’s designee.


 




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(c)          As
soon after the Closing as practicable, when the Registration Statement has been declared effective by the Commission, the Company
shall deliver or cause to be delivered the Remaining Shares, registered to Cap 1 LLC, as designated by Holder.


 


2.5           No
Additional Consideration. The Exchange Consideration shall be issued to the Holder solely in exchange for the surrender of
the Notes by the Holder, and the Holder shall not pay or be required to pay any additional consideration to the Company in order
to effectuate the issuance of the Exchange Consideration due to the Holder.


 


2.6           Extinguishment
of Notes. It is intended that, upon the consummation of the Exchange:


 


(i)          the
Company will surrender the Notes to the Trustee under the Indenture for cancellation; and


 


(ii)         the
Notes surrendered hereunder shall be cancelled and shall be null and void, and any and all rights arising thereunder shall be extinguished
and the Company shall no longer be required to reserve shares of Common Stock for issuance upon the conversion of such Notes.


 


ARTICLE
III



REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


3.1           Authorization
and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under the
Transaction Documents and to complete the Transactions, in accordance with the terms thereof. The execution and delivery of the
Transaction Documents by the Company and the consummation by the Company of the Transactions, have been duly authorized by all
necessary corporate action by the Company and no further filing, consent, or authorization is required by the Company, its Board
of Directors or its stockholders. The Transaction Documents have been duly executed and delivered by the Company, and each constitutes
the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.


 


3.2           No
Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the Transactions will not (i) result in a violation of the Certificate of Incorporation, or other organizational document of
the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or bylaws of the Company or
any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including foreign, federal and state securities laws) and applicable to the Company
or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected except,
in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a material
adverse effect on the Company or its subsidiaries, and taking into account the Waivers required in Section 2.3(a).


 




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3.3           Securities
Law Exemption. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance
by the Company of the Shares, the Warrants and the Warrant Shares as contemplated by the Transaction Documents are exempt from
registration under the Securities Act.


 


3.4           Issuance
of Shares and Warrant Shares. (i) Upon issuance of the Shares in accordance with the terms of this Agreement and the Warrant
Shares in accordance with the terms, including payment of exercise price, of the Warrants, the Shares and the Warrant Shares will
be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to
the issuance thereof and shall not be subject to any preemptive, participation, rights of first refusal and other similar rights.


 


3.5           No
Integrated Offering. Except as contemplated by this Agreement, the Company has not sold or issued, nor will sell or issue
any securities that would be integrated with the offering of the Shares and Warrants contemplated by this Agreement pursuant to
the Securities Act and the rules and regulations or the interpretations thereunder of the Commission.


 


3.6           SEC
Reports; Financial Statements.


 


The Company has timely filed, or cured any defect
relating to timely filing, all registration statements, forms, reports, definitive proxy statements, schedules and other documents
and filings required to be filed by it under the Securities Act or the Exchange Act, as the case may be (the “SEC Reports”)
since January 1, 2016. None of the Company’s subsidiaries is required to file periodic reports with the Commission pursuant
to the Exchange Act. Each SEC Report (i) as of the time it was filed (or if subsequently amended, when amended), complied in all
material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not, at the
time it was filed (or if subsequently amended or superseded by an amendment or other SEC Report, then, on the date of such subsequent
filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.


 


The Company’s consolidated financial statements
(including, in each case, any notes thereto) contained in the Form 10-K for the fiscal year ended March 31, 2016 (the “Company
Consolidated Financial Statements”) were prepared in accordance with generally accepted accounting principles as in effect
in the United States of America (“GAAP”), applied on a consistent basis throughout the periods indicated (except
as may be indicated in the notes thereto or as may have been required by regulatory accounting principles applicable to the Company
or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements
are not required to be in compliance with GAAP), and in each case such Company Consolidated Financial Statements fairly presented,
in all material respects, the consolidated financial position, results of operations, cash flows and shareholders’ equity
of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods covered thereby
(subject, in the case of unaudited financial statements, to normal year-end adjustments which were not and which are not expected
to be, individually or in the aggregate, material to the Company and its consolidated subsidiaries taken as a whole).


 




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Except as set forth in the SEC Reports, including
without limitation, the risk factors contained therein, and except as and to the extent set forth on the consolidated balance sheet
of the Company as of March 31, 2016 (the “Company 2016 Balance Sheet”), between March 31, 2016 and the date
hereof neither the Company nor any of its consolidated subsidiaries has incurred any debts, liabilities or obligations (whether
accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of a nature that would be required to be
reflected on a balance sheet or in notes thereto prepared in accordance with GAAP consistently applied, except for liabilities
or obligations (i) that, in the aggregate, are adequately provided for in the Company 2016 Balance Sheet, or (ii) incurred in the
ordinary course of business between March 31, 2016 and the date hereof that would not, individually or in the aggregate, have any
material adverse effect on (x) the business, financial condition, results of operations or assets of the Company and its subsidiaries
taken as a whole, or (y) the ability of the Company to consummate the transactions contemplated by this Agreement.


 


3.7           Exchange
Act Registration, Trading Market.


 


The Common Stock is registered pursuant to Section
12(b) of the Exchange Act and is listed on the Trading Market, and other than as disclosed in the SEC Reports, the Company has
taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange
Act or delisting the Common Stock from the Trading Market, nor has the Company received any notification that the Securities and
Exchange Commission or the Trading Market is contemplating terminating such registration or listing.


 


3.8           Proceedings.
The Company knows of no proceedings relating to the Convertible Notes that are pending or threatened before any court, arbitrator
or administrative or governmental body that would adversely affect such the completion of the Transactions.


 


3.9           Absence
of Broker’s Fees. Neither the Company nor any of its officers or directors has retained or authorized any investment
banker, broker, finder or other intermediary to act on behalf of the Company or incurred any liability for any banker’s,
broker’s or finder’s fees or commissions in connection with the Exchange.


 


ARTICLE
IV



REPRESENTATIONS AND WARRANTIES OF the holders


 


As a material inducement to the Company to enter
into this Agreement and consummate the exchange, the Holder represents, warrants and covenants with and to the Company as follows:


 




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4.1           Authorization
and Binding Obligation. The Holder has the requisite legal capacity, power and authority to enter into, and perform is obligations
under, each Transaction Document to which it is a party. Each of the execution, delivery and performance of each such Transaction
Document by the Holder, and the consummation by the Holder of the Transactions to which it is a party, have been duly authorized
by all requisite corporate action on the part of the Holder, as applicable, and no further consent or authorization is required.
Each Transaction Document to which the Holder is a party has been duly authorized, executed and delivered by such Holder, and constitutes
the legal, valid and binding obligations of the Holder, enforceable against such Holder in accordance with its terms, except as
such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies
and except as rights to indemnification and to contribution may be limited by federal or state securities laws.


 


4.2           Beneficial
Owner.


 


(a)          The
Holder owns, beneficially and of record, good and marketable title to Notes being exchanged pursuant to this Agreement, free and
clear of any taxes or encumbrances; and at the Closing, the Holder will convey to the Company good and marketable title to the
Notes surrendered by the Holder in their entirety, free and clear of any security interests, liens, adverse claims, taxes or encumbrances.


 


(b)          The
Holder is not an Affiliate of the Company. The Holder has beneficially owned Notes having an aggregate principal amount of $1,629,000,
fully paid, for at least one year as of the date hereof. The Holder represents that (i) with respect to Unlegended Shares, if the
Holder subsequently becomes an Affiliate of the Company, the Holder will submit any Unlegended Shares it holds to the Company for
legending and (ii) with respect to the Remaining Shares or Warrants Shares included in the Registration Statement, if the Registration
Statement becomes unavailable to the Holder, the Holder will submit any such Remaining Shares or Warrant Shares it holds to the
Company for legending or re-legending, unless the legend could otherwise be removed from such Shares or Warrant Shares based on
the Holder not being Affiliate of the Company and having held such Remaining Shares or Warrant Shares for at least one year, fully
paid, subject to any applicable tacking of the Holder’s holding period of the Notes to such Shares or Warrant Shares.


 


4.3           Experience
of Investor. The Holder, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the Exchange, and has evaluated the
merits and risks thereof. Such Holder is able to bear the economic risk of an investment in the Exchange Consideration and, at
the present time, is able to afford a complete loss of such investment. The Holder qualifies as a qualified institutional buyer
as defined in Rule 144A of the Securities Act.


 


4.4           Disclosure
of Information. The Holder has access to and has reviewed the Company’s SEC Reports, including the “Risk Factors”
contained therein. The Holder has had the opportunity to ask questions of and receive answers from the Company regarding the Company,
its business and the terms and conditions of the offering of the Shares and Warrants.


 




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4.5           Restricted
Securities. Each Holder understands that the Shares and Warrants are characterized as “restricted securities” as
that term is defined under Rule 144 of the Securities Act and have not been registered under the Securities Act or any applicable
state securities law, and may not be resold without registration under the Securities Act or the existence of an exemption therefrom.
Each Holder represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed
thereby and by the Securities Act. Each Holder agrees and acknowledges that, in connection with the transfer of any portion of,
or all of, the Exchange Consideration, the Company may require the Holder to provide the Company an opinion of counsel selected
by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory
to the Company, to the effect that such transfer does not require registration of such transferred Shares or Warrants under the
Securities Act.


 


4.6           Legends.
Each Holder agrees to the imprinting of a legend on the Shares and Warrants, or certificates evidencing such securities, in substantially
the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


4.7           Proceedings.
Such Holder knows of no proceedings relating to the Convertible Notes that are pending or threatened before any court, arbitrator
or administrative or governmental body that would adversely affect the completion of the Transactions.


 


4.8           Tax
Consequences. Such Holder acknowledges that the Exchange may involve tax consequences to such Holder, and that the contents
of this Agreement do not contain tax advice. Such Holder acknowledges that it has not relied and will not rely upon the Company
or any other Holder with respect to any tax consequences related to the Exchange. Such Holder assumes full responsibility for all
such consequences and for the preparation and filing of any tax returns and elections which may or must be filed in connection
with its beneficial ownership of the Notes or the Exchange.


 




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4.9           Absence
of Broker’s Fees. Neither such Holder nor any of its officers, directors, partners, managers or similar Persons has retained
or authorized any investment banker, broker, finder or other intermediary to act on behalf of such Holder or incurred any liability
for any banker’s, broker’s or finder’s fees or commissions in connection with the Exchange.


 


4.10         Reliance
on Exemptions. Such Holder understands that the Shares, the Warrants and the Warrant Shares are being offered and exchanged
in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, and that
the Company is relying in part upon the truth and accuracy of, and such Holder’s representations, and compliance with, the
representations, warranties, agreements, acknowledgments and understandings of such Holder set forth herein in order to determine
the availability of such exemptions and the eligibility of each Holder to acquire the Shares, the Warrants and the Warrant Shares.


 


ARTICLE
V



WARRANTS


 


5.1           Warrants.
The Warrants shall have the terms set forth therein, substantially in the form attached hereto as Exhibit A.


 


ARTICLE
VI



COVENANTS AND OTHER AGREEMENTS


 


6.1           Holding
Period. For the purposes of Rule 144, the Company acknowledges that the Holder’s holding period of the Notes may be tacked
onto the holding period of the Shares, and the Company agrees not to take a position contrary to this Section 6.1.


 


6.2           Acceptance
of Holder’s Counsel’s Rule 144 Opinion. The Company covenants that it shall give specific authorization to the
Transfer Agent and its legal counsel that the Transfer Agent may accept a Holder’s legal counsel’s Rule 144 opinion
with regard to sale of the Shares, in accordance with and subject to the review process in the last sentence of this Section 6.2,
as long as such Holder holds any of the Shares; provided that the Transfer Agent shall be instructed to contact the Company for
approval of all opinions before giving effect to the removal of any restrictive legends therefrom. The Company shall be allowed
two (2) Business Days to review an opinion and if no objection is affirmatively raised then the Company’s approval shall
be deemed given.


 


6.3           Removal
of Restrictive Legends. Notwithstanding Section 4.6 hereof, Shares or Warrant Shares may be issued or reissued, as applicable,
without a restrictive legend as follows:


 


(a)          213,779
Shares (the “Unlegended Shares”) shall be issued at Closing without any restrictive legend, based on the available
tacking of the holding period under Section 6.1 of aggregate principal amount of $1,629,000 of Notes, in reliance on representations
made by the Holder in Section 4 hereof;


 




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(b)          The
Company agrees to include the resale of the 236,221 Shares other than the Unlegended Shares (the “Remaining Shares”)
and Warrant Shares by the Holder in its Registration Statement on Form S-1, Registration No. 333-214486 (the “Registration
Statement”), which is currently pending before the Securities and Exchange Commission and is expected to be declared
effective within approximately two weeks after the date hereof;


 


(c)          Restrictive
legends shall be removed from Remaining Shares promptly upon the effectiveness thereof, in reliance on representations made by
the Holder in Section 4 hereof;


 


(d)          So
long as the Registration Statement is effective and upon exercise in accordance with the Warrants, Warrant Shares may be issued
without any restrictive legend, in reliance on representations made by the Holder in Section 4 hereof.


 


6.4           Restrictions
on Resale of Common Stock.


 


(a)          Holder
covenants that, during the period commencing on the date hereof and ending on December 22, 2017 (the “Restricted Period”),
neither the Holder, nor any of its Affiliates, collectively, will sell, in sales pursuant to Rule 144 or pursuant to an effective
registration statement, more than an aggregate of 75,000 Shares and/or Warrant Shares in any calendar month (the “Restricted
Amount”).


 


(b)          Notwithstanding
anything herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or
any part, of the Shares, Warrants and/or Warrant Shares to any Person (an “Assignee”) without complying with (or otherwise
limited by) the restrictions set forth in this Section 6.3; provided, that as a condition to any such sale or transfer an authorized
signatory of the Company and such Assignee duly execute and deliver an agreement in a form satisfactory to the Company pursuant
to which (i) the Assignee becomes subject to the restrictions set forth in Section 6.3(a) and (ii) sales by the Holder and its
Affiliates and all Assignees and their Affiliates shall be aggregated for all purposes of this Section 6.3.


 


(c)          Notwithstanding
anything herein to the contrary, such number of the Unlegended Shares as is necessary to cover short positions of the Holder in
the Common Stock as of the date hereof may be excluded from the calculation of the Restricted Amount applicable to December 2016
and January 2017.


 


ARTICLE
VII



MISCELLANEOUS


 


7.1           Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City and County of New York, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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7.2           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the
extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”),
shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other
party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise
the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever
waives any such defense, except to the extent such defense related to lack of authenticity.


 


7.3           Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


7.4           Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 




    	 	12	 



     


    

 


7.5           Entire
Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company,
their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement (together
with the other Transaction Documents), contains the entire understanding of the parties with respect to the matters covered herein
and, except as specifically set forth herein, neither the Company nor the Holder makes any representation, warranty, covenant or
undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing
signed by the Parties, and any amendment to this Agreement made in conformity with the provisions of this Section shall be binding
upon the parties. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement
is sought.


 


7.6           Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Exchange Consideration.


 


7.7           Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party
to receive the same. The addresses for such communications shall be:


 


If to the Company:


 


Cinedigm Corp.


902 Broadway, 9th Floor


New York, NY 10010


Telephone: (212) 206-8600


Facsimile: (212) 598-4895


Attention: General Counsel


Email: gloffredo@cinedigm.com


 


With a copy to:


 


Kelley Drye & Warren LLP


101 Park Avenue


New York, New York 10178


Telephone: (212) 808-7800


Facsimile: (212) 808-7897


Attention: Jonathan K. Cooperman, Esq.


Email:jcooperman@kelleydrye.com


 




    	 	13	 



     


    

 


If to the Holder:


 


Summer Road LLC


655 Madison Avenue 19th Floor


New York, New York 10065


Telephone: (212) 317-4114


Facsimile: (___) ___-____


Attention: Richard Silberberg


Email: rs@srllc.com; ops@srllc.com


 


With a copy to:


 


_______________________


_______________________


_______________________


Telephone: (___) ___-____


Facsimile: (___) ___-____


Attention: _________________


Email: ___________________


 


7.8           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
a majority of the Holders. Each Holder may assign some or all of its rights hereunder without the consent of the Company, except
as may be inconsistent with the terms of this Agreement.


 


7.9           Construction.


 


The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against
any party. No specific representation or warranty shall limit the generality or applicability of a more general representation
or warranty.


 


For purposes of this Agreement, whenever the context
requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neutral
genders; the feminine gender shall include the masculine and neutral genders; and the neutral gender shall include the masculine
and feminine genders.


 


Each and every reference to share prices and shares
of Common Stock in the Transaction Documents shall be subject to adjustment for reverse and forward stock splits, stock dividends,
stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


[signature pages follow]


 




    	 	14	 



     


    

 


IN WITNESS WHEREOF, the Holders and the
Company have caused their respective signature pages to this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	CINEDIGM CORP.
	 	 	 
	 	By:	/s/ Gary S. Loffredo
	 	 	Name:  Gary S. Loffredo
	 	 	Title:     Executive Vice President


 


[signature page to Exchange Agreement]


 




     


     


    

 


	 	HOLDER:
	 	 
	 	Cap 1 LLC
	 	 	 
	 	By:	/s/ Stephen A. Ives
	 	 	Name: Stephen A. Ives
	 	 	Title:   vice President


 


For Issuance of Shares and Warrants:


 


Registered Name: Cap 1 LLC


Address:


14000 Quail Springs Parkway


Suite 2200


Oklahoma City, OK 73134


 


Federal Tax ID:


 


45-2504199


 


[signature page to Exchange Agreement]


 




     


     


    

 


EXHIBIT A


 


FORM OF WARRANTS